EU Inc. is the European Commission's proposed pan-European company form (COM/2026/321), currently being negotiated. The US LLC is a state-law entity (most often Delaware), with around 1.7 million companies registered in Delaware alone. Most VC-backed startups end up as Delaware C-corps rather than LLCs because of how equity is taxed, so this comparison covers both. For the EU Inc. explainer, see What is EU Inc..
Quick verdict
For founders raising from US-based VCs targeting a US exit, a Delaware C-corp is still the path of least resistance. EU Inc. does not change that. Most US funds will not invest in non-US entities for structural reasons.
For European founders going to Delaware out of inertia with an EU-based team and EU customers, EU Inc. should remove the case entirely. Once available, it gives you EU-wide recognition without a US-based holding entity.
The Delaware-flip (incorporate in EU first, flip to Delaware before raising) becomes more attractive with EU Inc., because EU Inc. is itself a clean entity to flip from, with predictable share-class definitions.
Side-by-side
| Dimension | EU Inc. (proposed) | US Delaware LLC / C-corp |
|---|---|---|
| Cost to incorporate | Target under €100, no notary fee | $90 LLC, $89 C-corp filing fee. Plus registered agent ~$100/year and franchise tax |
| Speed | Target under 48 hours | Same day, including expedited filings |
| Minimum share capital | Zero | None for either form |
| Notary required | No, fully digital | No |
| Governance | EU regulation defines the framework, including share classes | LLC: operating agreement. C-corp: bylaws. Delaware General Corporation Law is the most permissive in the US |
| Cross-border recognition | Recognised by regulation in all 27 EU member states | Recognised globally as a legal person but not under EU law. Activity in the EU triggers permanent-establishment and substance tests |
| Digital incorporation | Digital-by-default, end-to-end | Fully digital via Delaware Division of Corporations |
| Stock options | EU-ESO with tax deferred to disposal event | C-corp: ISOs (qualified) or NSOs. LLC: profits interests (different mechanics, not options). ISOs are very tax-efficient for US-resident employees |
| Tax layer | No EU-specific tax. Taxed where management actually sits | C-corp: 21% federal corporate tax + state tax. LLC: pass-through to members |
| Status today | Proposal published 18 March 2026, not yet law | Available, both forms in widespread use |
When the Delaware entity still wins
US-led venture financing. Most US institutional VCs require a Delaware C-corp. They have standardised legal documents, predictable share-class definitions, and a familiar judicial system. EU Inc. does not change this. If your fundraising path runs through Sand Hill Road, a Delaware C-corp is structurally required, often as a holding above EU operating subsidiaries.
US-resident employees. ISOs are extremely tax-efficient for US-resident employees who hold long enough to qualify for long-term capital-gains treatment. EU-ESO is harmonised across 27 member states but does not extend to US employees. If significant headcount sits in the US, the C-corp's ISO advantage matters.
US customers, US data, US revenue. If most of your revenue, customers, and data sit in the United States, a US entity is structurally necessary. EU Inc. would be a complement, not a replacement.
When EU Inc. would win, once it's law
- Your team and customers are EU-based and a US holding adds substance and tax complexity for no offsetting fundraising benefit.
- Your fundraising path runs through European VCs, who increasingly accept (and sometimes prefer) European entities.
- You want to keep European tax residency clean. Substance tests are easier when the holding entity is in the EU.
- You don't need US-resident employees with ISOs, or you can grant ISOs separately at the time of a future Delaware flip.
The Delaware-flip with EU Inc.
The most common compromise for European startups raising from US VCs is the Delaware flip: incorporate in the EU, then move the cap table into a Delaware C-corp at the point of fundraising. This works today with national entities and is well documented. EU Inc. is in some ways a cleaner starting point for this play, because share classes and governance are defined by EU regulation, making the flip mechanically simpler than starting from a national entity with idiosyncratic local rules. Whether to flip is still a fundraising decision, not a legal one.
Bottom line
If your fundraising path runs through US VCs, a Delaware C-corp remains the right answer. If your operations are EU-based and you've been pushed to Delaware out of habit, EU Inc. should be the better choice once it's available. For founders who don't yet know which path applies, EU Inc. is a sensible default: it's cheap, fast, and easy to flip from later.
To get the launch email when EU Inc. opens for registration, join the waitlist.
Sources
- EU Inc. proposal: COM/2026/321.
- Delaware Division of Corporations: corp.delaware.gov.
- Delaware General Corporation Law: delcode.delaware.gov.
- US ISO rules: IRS Topic 427.
- Full source list on Sources.